Brenda Freeman
WM TECHNOLOGYAbout Brenda Freeman
Brenda Freeman, age 60, has served on the WM Technology (MAPS) Board since June 2021 and is the Board’s Lead Independent Director. She holds a B.S. in chemical engineering and an MBA from the University of Maryland and brings deep marketing and technology leadership experience across media and consumer technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joyeux Advisory Group LLC | Founder & President | Jan 2018–present | Advises startups and Fortune 500s |
| Debut Capital | Partner | Apr 2021–present | Early-stage investing |
| Wunderkind Corporation | Chief Brand Officer | Apr 2020–Mar 2023 | Led personalized marketing brand strategy |
| Arteza, Inc. | Chief Executive Officer | Feb 2020–Feb 2021 | DTC arts & crafts growth |
| Magic Leap, Inc. | Chief Marketing Officer; Senior Advisor to CEO | Mar 2016–Dec 2018; Dec 2018–Apr 2019 | AR/VR go-to-market and advisory support |
| National Geographic Channel | Chief Marketing Officer | Mar 2015–Mar 2016 | Brand and audience development |
| Turner Broadcasting Systems, Inc. | Chief Marketing Officer | Prior to 2015 | Media marketing leadership |
| DreamWorks Animation SKG Inc. | Vice President, TV Marketing | Prior to Turner | Content marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caleres, Inc. | Director | Apr 2017–present | Public company board |
| Avnet, Inc. | Director | Nov 2018–present | Public company board |
| Blue Apron Holdings, Inc. | Director | Oct 2020–present | Became privately owned Nov 2023 |
| Herman Miller, Inc. | Former Director | Jan 2016–Jun 2019 | Prior public board |
| RTW Retailwinds, Inc. | Former Director | Apr 2019–Apr 2020 | Prior public board |
Board Governance
- Status: Independent director (affirmed by Board) .
- Lead Independent Director: Approves agendas/schedules and information to the Board; presides over independent director sessions; liaises between independent directors and Board Chair/CEO; coordinates risk issue responses .
- Committee Assignments (2024):
- Audit Committee member; committee met 8 times in 2024 .
- Nominating & Corporate Governance Committee Chair; committee met 3 times in 2024 .
- Attendance: Board met 8 times in 2024; all directors except Mr. Aquila attended ≥75% of Board/committee meetings—indicating Freeman met attendance thresholds .
- Executive Sessions: Independent directors met in 5 executive sessions in 2024 .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Fees Earned (Cash) in 2024 | $115,000 | Includes Board retainer, committee retainers, Lead Independent Director premium; paid quarterly in arrears |
| Non-Employee Director Policy: Board Annual Retainer | $50,000 | Cash; prorated if partial-year service |
| Non-Employee Director Policy: Lead Independent Director | $25,000 | Additional cash retainer |
| Non-Employee Director Policy: Committee Chair (Nominating) | $10,000 | Cash |
| Non-Employee Director Policy: Audit Committee Member | $10,000 | Cash |
| Meeting Fees (excess meetings) | $1,000 per meeting >8 | Applies to Board or committee meetings beyond 8 per year |
Performance Compensation
| Component | Amount | Vesting / Metrics |
|---|---|---|
| Stock Awards (2024 accounting value) | $387,500 | RSUs service-vest; grant-date fair value per ASC 718 |
| Annual RSU (Renewal Term Grant) | $600,000 | Vests in 3 equal annual installments over next 3 Annual Meeting Dates |
| Initial Term RSU Grant (once per director) | $200,000 × term rules | Vests annually per remaining term |
| Change-of-Control Treatment | Accelerated vesting of certain unvested RSUs | New Director: next two Annual Meeting tranches; Initial Term and Renewal Term: next Annual Meeting tranche accelerate at closing |
Note: Director equity awards are service-based RSUs; MAPS does not disclose director performance metrics (e.g., revenue/EBITDA/TSR) tied to director equity. Executive cash bonuses were tied to company metrics (Revenue, Adjusted EBITDA, year-end cash), but directors did not have such performance-linked pay .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Caleres, Inc.; Avnet, Inc. |
| Other boards | Blue Apron (now private); prior public boards Herman Miller and RTW Retailwinds |
| Interlocks/Related parties | No MAPS-disclosed related-party transactions involving Ms. Freeman; related-party items disclosed pertain to entities controlled by CEO/management (e.g., Shield Management Group, Glasir Group, family employment) . |
Expertise & Qualifications
- Senior marketing/brand leadership across media, AR/VR, DTC, and ad-tech; technology industry expertise .
- Governance roles: Lead Independent Director; Chair of Nominating & Corporate Governance; Audit Committee member .
- Education: B.S. chemical engineering; MBA (University of Maryland) .
- Audit Committee financial expert designation applies to Gonzalez, Ibbott, Bay (not Freeman), indicating complementary board financial oversight with Freeman focused on governance and strategic leadership .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class V Shares | Combined Voting Power % |
|---|---|---|---|---|
| Brenda Freeman | 376,822 | <1% | — | * |
| Director Equity | Units Outstanding (12/31/2024) |
|---|---|
| Freeman Aggregate Stock Awards Outstanding | 312,500 |
Policies:
- Hedging/Pledging: Prohibited for directors (no short sales, margin accounts, pledging, derivatives, or hedging/monetization) .
- Ownership Guidelines: Not specifically disclosed for directors in the proxy .
Governance Assessment
- Board effectiveness: Freeman’s dual role as Lead Independent Director and Nominating Chair strengthens agenda control, independent oversight, and board refreshment—counterbalancing the combined CEO/Chair structure .
- Independence and attendance: Affirmed independent; met attendance thresholds; active Audit Committee participation and signatory to Audit Committee report indicate engagement in financial oversight .
- Alignment: Meaningful equity via annual RSUs and prohibition on hedging/pledging support shareholder alignment; beneficial ownership <1% aligns with typical director holdings at small-cap tech firms .
- Compensation mix: 2024 compensation skewed to equity ($387,500 RSUs vs. $115,000 cash), reinforcing at-risk, long-term orientation (values based on accounting fair value) .
- Conflicts/related-party: No related-party transactions disclosed for Freeman; ongoing related-party arrangements involve CEO-linked entities—monitoring remains prudent, but not attributable to Freeman .
Signals for investors:
- Positive: Strong independent leadership role; chairing governance; active audit participation; equity-heavy director pay; robust anti-hedging policy .
- Watch items: Combined CEO/Chair remains a structural risk mitigated by Lead Independent Director; board-level related-party arrangements involving CEO (not Freeman) warrant ongoing oversight; audit chair transition to Ibbott in Mar 2025 reflects continued committee refresh .
- Shareholder sentiment: 2024 say-on-pay passed with 98.22% of votes cast, indicating broad investor support for pay practices and oversight framework .